Statement of Changes in Beneficial Ownership (4)
20 Janvier 2016 - 8:56PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KURTZ WILLIAM
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2. Issuer Name
and
Ticker or Trading Symbol
PMC SIERRA INC
[
PMCS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1380 BORDEAUX DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/15/2016
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/15/2016
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D
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64417
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$7.50
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1/15/2016
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D
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24000
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(2)
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(2)
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Common Stock
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24000
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(2)
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0
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D
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Stock Options (right to buy)
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$7.85
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1/15/2016
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D
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24000
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(2)
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(2)
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Common Stock
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24000
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(2)
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0
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D
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Stock Options (right to buy)
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$7.72
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1/15/2016
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D
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24000
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(2)
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(2)
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Common Stock
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24000
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(2)
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0
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D
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Stock Options (right to buy)
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$8.06
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1/15/2016
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D
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24000
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(2)
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(2)
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Common Stock
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24000
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(2)
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0
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D
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Stock Options (right to buy)
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$7.68
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1/15/2016
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D
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24000
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(2)
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(2)
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Common Stock
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24000
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(2)
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0
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D
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Stock Options (right to buy)
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$7.31
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1/15/2016
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D
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10000
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(2)
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(2)
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (right to buy)
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$7.44
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1/15/2016
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D
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10000
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(2)
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(2)
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (right to buy)
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$6.68
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1/15/2016
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D
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10000
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(2)
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(2)
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (right to buy)
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$10.15
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1/15/2016
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D
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10000
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(2)
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(2)
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Common Stock
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10000
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(2)
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0
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D
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Stock Options (right to buy)
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$10.33
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1/15/2016
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D
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10000
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(2)
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(2)
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Common Stock
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10000
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger by and among Microsemi Corporation ("Microsemi"), Lois Acquisition Corp. (a wholly-owned subsidiary of Microsemi), and Issuer, dated as of November 24, 2015 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was canceled and automatically converted into $9.22 in cash, without interest, and 0.0771 shares of Microsemi common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $11.67 per share, based on the trading price of Microsemi common stock as of end of trading on January 14, 2016.
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(
2)
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Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KURTZ WILLIAM
1380 BORDEAUX DRIVE
SUNNYVALE, CA 94089
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X
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Signatures
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/s/ Amr Razzak, Attorney-in-Fact
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1/20/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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